Under the Chop5 Salad Kitchen agreement, what is considered a 'Force Majeure' event?

According to the 2024 Chop5 Salad Kitchen Franchise Disclosure Document, a 'Force Majeure' event encompasses acts or circumstances beyond a party's control. These include events such as fire, storm, flood, earthquake, explosion or accident, acts of war or terrorism, rebellion, insurrection, sabotage, epidemic, failures or delays of transportation, and strikes.

However, there are specific conditions and exclusions. To qualify as a 'Force Majeure' event under the Chop5 Salad Kitchen agreement, the non-performing party must promptly provide written notice to the other party. Additionally, the non-performing party must be without fault, and the delay or failure could not have been prevented by reasonable precautions. Importantly, the agreement stipulates that no 'Force Majeure' event excuses delays or failures in paying fees or other amounts owed by their due date.

Furthermore, the Chop5 Salad Kitchen agreement explicitly states that insolvency, lack of required funds or financing, currency fluctuations, currency devaluations, foreign exchange controls, or inflation are never considered 'Force Majeure' events. Similarly, an epidemic or pandemic, or economic/financial changes resulting from such events, are not deemed 'Force Majeure' unless a Governmental Authority mandates the closure (or prevents the opening) of the Restaurant as a direct result of the epidemic or pandemic. This clause is particularly relevant in light of recent global events and clarifies the circumstances under which a pandemic-related disruption would be considered a 'Force Majeure' event under the agreement.